Current Report Filing (8-k)
July 27 2021 - 7:05AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of report (date of earliest event reported):
July 26, 2021
_____________________
TONIX PHARMACEUTICALS HOLDING CORP.
(Exact
name of registrant as specified in its charter)
Nevada
|
001-36019
|
26-1434750
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
26
Main Street, Suite 101, Chatham, New Jersey 07928
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (862) 904-8182
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
Stock
|
TNXP
|
The
NASDAQ Global Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01
|
Entry
into Material Definitive Agreement.
|
On
July 26, 2021, Tonix Pharmaceuticals Holding Corp. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”)
with Southern Research for the sale of an approximately 48,000 square foot research and development facility in Frederick, Maryland (the
“Property”) for a purchase price of $17.5 million. The Company may terminate the Agreement prior to the closing of the sale
of the Property subject to certain contingencies. The Property is intended to support the Company’s infectious disease pipeline.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending
June 30, 2021.
Forward-
Looking Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating
to the Company’s research and development facilities, product development, clinical trials, clinical and regulatory timelines,
market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities
and other statement that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts
and projections about the industry and markets in which we operate and management’s current beliefs and assumptions.
These
statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,”
“intend,” “plan,” “believe,” “estimate,” “potential,” “predict,”
“project,” “should,” “would” and similar expressions and the negatives of those terms. These statements
relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may
cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed
or implied by the forward-looking statements. Such factors include those set forth in the Company’s filings with the Securities
and Exchange Commission. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak
only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether
as a result of new information, future events or otherwise.
Item
7.01
|
Regulation
FD Disclosure.
|
On
July 27, 2021, the Company issued a press release announcing that it entered into the Agreement. A copy of the press release is furnished
as Exhibit 99.01 hereto and incorporated herein by reference.
The
information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.01 attached hereto, shall not be deemed “filed”
for purposes of Section 18 of the United States Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject
to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the United States Securities
Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item
8.01
|
Other
Events.
|
As
of June 30, 2021, the Company had working capital of approximately $169.2 million, an accumulated deficit of approximately $311.7
million, and held unrestricted cash and cash equivalents of approximately $165.7 million. The Company had approximately 346.4 million
shares of common stock outstanding as of June 30, 2021.
|
Item
9.01
|
Financial
Statements and Exhibits.
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SIGNATURE
Pursuant
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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TONIX PHARMACEUTICALS HOLDING CORP.
|
|
|
|
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Date: July
27, 2021
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By:
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/s/ Bradley Saenger
|
|
|
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Bradley Saenger
|
|
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Chief Financial Officer
|
Tonix Pharmaceuticals (NASDAQ:TNXP)
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